MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting standards Notified under Companies Act, 1956 read with General Circular 15/2013 dated 13.09.2013 of the Ministry of Corporate affairs in respect of Section 153 of the Companies Act, 2013. This responsibility includes the design implementation and maintenance of internal Control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material statements whether due to fraud and error.

AUDITOR'S RESPONSIBILITY

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies Auditor's (Amendment) Order, 2004 (the "Order"), issued by the Central government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the "Act"), We file the Annexure A statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to above, we report that:

1. We have obtained all the information and explanations, which to the best of our knowledge and belief, were necessary for the purpose of Our audit;

2. In our opinion, proper books of account, as required by law, have been kept by the Company so far as it appears from our examination of these books;

3. The attached Balance Sheet and Profit& Loss Account are in agreement with the books of account;

4. In our opinion, the Profit & Loss Account and Balance Sheet comply, in all material respects, with the Accounting Standards Notified Under Companies Act, 1956 read with general circular 15/2013 dated 13.09.2013 of the Ministry of corporate affairs Section 133 of the companies Act, 2013

5. On the basis of the confirmation received from the directors, and taken on record by the Board of Directors we report that none of the directors is disqualified as on 31st March, 2014 from being appointed as director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956

6. In our opinion and best of our information and according to the explanations given to us, the said accounts together with the schedule and read with the notes thereon give the information as required by the Companies Act, 1956 I the manner as required by the said Act and give a true and fair view:

A) In case of Balance Sheet company at 31st March, 2014

B) In the case of Profit & Loss Account Profit of the Company for the year ended on that date.

C) In the case of CASH FLOW STATEMENT of the Company for the year ended on that date.

Annexure to the auditors' report of even date to the members of Sheel International Limited on the financial statements for the year ended March 31, 2014.

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and in terms of the information and explanations given to us and the books and records examined by us in the normal course of audit, we report that;

i) a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the management of Company has physically verified the fixed assets in a reasonable manner during the year.

c) No Fixed Asset has been disposed off during the year.

ii) a) There is no inventory at the end of the year.

b) The Company has maintained proper records of inventory during the year but there is no inventory at the end of year.

iii) The company has not taken/ granted any loans secured or un secured from / to companies firms or other parties covered in their registered maintained under section 301 of the companies act, 1956, Therefore the provisions of the clause for 4(III)(b)(c) and (d)/(f) and (g) of the said order are not applicable to the company.

(iv) In our opinion, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the fixed assets and for the sale of services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

(v) According to the information and explanation given to us, there was no transaction taken place during the year with any party covered under section 301 of the Companies Act.

(vi) According to the information and explanation given to us, the company has not accepted deposit from public during within the meaning of Section 58A and 58AA of the act, and the rules framed there undert.

(vii) According to the information and explanation given to us, the company has not having any internal audit system.

(viii) According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 by the Company.

(ix) The Company has following dues payable in respect of income tax dues for the various assessment year which are as under

- Rs. 7,46,000/-for the A.Y. 1996-97

- Rs. 87,137/- for the A.Y. 1997-98

- Rs. 9,49,589/-for the A.Y. 1998-99

- Rs. 1,40,215/-for the A.Y. 1998-99(TDS)

- Rs. 6,000/-for the A.Y. 1999-2000

And in respect of the wealth tax, sales tax, custom duty and excise duty no information has been provided to us in respect of undisputed amount as at 31 March 2014, for the period more than six months from the date they become payable. Further we have not been provided with any tax assessment orders. There are two cases pending before court.

Mandi Samity bulandshahar, Allahabad High Court, Case no. 54105/203 Sheelawanti, Delhi High Court, Case No. RFA 159/2006

(x) The Company has accumulated losses at the end of the financial year 2013-14 Rs 5,89,82,367.88 /- which is more than 50% of its net worth, and the company has not incurred any cash losses during the year.

(xi) The Company has not any dues from financial institutions and banks.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund of a nidhi / mutual benefit fund/society. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

(xiv) The Company is not dealing in trading of shares, securities, debentures and other investments.

(xv) The Company has its land as mortgages for loans from taken by jayshee Investments Pvt. Ltd. from banks or financial institutions, the terms and conditions whereof in our opinion are not prejudicial to the interest of the company.

(xvi) In our Opinion and according to the explanation provided to us, this clause is not applicable to the company.

(xvii) Based on an overall examination of the Balance Sheet and of the Company, we report that no funds raised on short- terms basis have been used for long term investment. (excludes permanent working capital)

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the order ate not applicable to the Company.

(xix) The Company did not create any security in respect of the debenture issued, this clause is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisionally of clause 4(xx) of the Order are not applicable to the Company.

(xxi) No fraud on or by the Company has been noticed of reported during the year.

                                 FOR MANOJ SANGEETA & ASSOCIATES 
                                     Chartered Accountant

Place: New Delhi
Date: 24/05/2014                             Sd/-
                                         Manoj Kumar
                                           Partner,
                                         M. No -098161